Business Regulations (as of September 24, 2015)

Transcription

1 Business Regulations (as of September 24, 2015) Tokyo Stock Exchange, Inc. Contents: Chapter 1: General Provisions Chapter 2: Trading Sessions Chapter 3: Trading During Trading Sessions Section 1: Types of Transactions Section 2: Methods for Executing Transactions Section 3: Bids/Offers, Trading Units, etc. Section 4: Confirmation of Transactions, etc. Section 5: Ex-dividend, Ex-rights, etc. Section 6: Trading Halt Chapter 4: Deleted. Chapter 5: Transactions Other Than Those During Trading Sessions Section 1: Transactions for Correcting Errors, etc. Section 1-2: Transactions for Reinstatement Section 2: Off-auction Distribution Chapters 6 and 7: Deleted. Chapter 8: Restrictions on Transactions, etc. Chapter 9: Miscellaneous Provisions Chapter 1 General Provisions Rule 1. Purpose 1. These regulations shall, pursuant to the provisions of Article 44, Paragraph 1 of the Articles of Incorporation, provide necessary matters with respect to securities trading in the Exchange market. 2. Any amendment to these regulations shall be made by resolution at the Board of Directors; provided, however, that the same shall not apply to cases where the details of the amendment is of minor significance. Rule 1-2. Securities In these regulations (including their special regulations and rules thereunder), stocks and other securities shall mean, according to their types, stocks and other securities as prescribed in Article 2, Paragraph 1 of the Financial Instruments and Exchange Act (Act No. 25 of 1948; hereinafter referred to as the "Act") and rights which are regarded as said stocks and other securities pursuant to the provisions of Paragraph 2 of the same Article. 1

2 Rule 1-3. Trading Participant Regulations, etc. 1. Matters concerning trading participants of the Exchange shall be prescribed by the Trading Participant Regulations. 2. Matters concerning clearing and settlement pertaining to securities trading in the Exchange market shall be prescribed by the Clearing and Settlement Regulations. 3. Matters concerning margin trading for securities trading in the Exchange market and transactions in which borrowing money or securities is made from the securities finance company designated by the Exchange, using the Exchange s settlement institution, for the purpose of settlement of securities trading in the Exchange market shall be prescribed by the Margin/Loan Trading Regulations. 4. Matters concerning listing of securities, listing supervision, delisting and other matters concerning listed securities shall be prescribed by the Securities Listing Regulations. Chapter 2 Trading Sessions Rule 2. Division of Trading Session and Trading Hours 1. Trading sessions at the Exchange shall be divided into a morning trading session and an afternoon trading session, and trading hours for each trading session shall, in accordance with the classification of a security referenced in each of the following items, be as prescribed in each of such items: (1) Stocks (including subscription warrant securities, equity contribution securities (meaning securities referenced in Article 2, Paragraph 1, Item 6 of the Act; the same shall apply hereinafter), preferred equity contribution securities (meaning preferred equity contribution securities issued by cooperative structured financial institutions; the same shall apply hereinafter), investment trust beneficiary certificates (meaning a beneficiary certificate of investment trusts; the same shall apply hereinafter), investment securities, new investment unit subscription warrant securities, foreign investment securities, foreign stock depositary receipts (meaning depositary receipts representing a right pertaining to a stock issued by a foreign company; the same shall apply hereinafter), beneficiary certificates of a beneficiary certificate issuing trust (limited to domestic commodity trust beneficiary certificates (meaning beneficiary certificates of a beneficiary certificate issuing trust which aims to track the price of a specified commodity (meaning a commodity prescribed in Article 2, Paragraph 1 of the Commodity Derivatives Act (Act No.239 of 1950) and has trust assets mainly comprised of such specified commodity; the same shall apply hereinafter) or foreign securities trust beneficiary certificates (meaning, out of beneficiary certificates of a beneficiary certificate issuing trust, beneficiary certificates whose trust assets are stocks issued by a foreign corporation(s), foreign indicator-tracking securities (meaning, out of securities issued overseas by a foreign juridical person, those which have characteristics of securities referenced in Article 2, Paragraph 1, Item 5 of the Act and whose redemption value are aimed at tracking a specific indicator (meaning a price quotation in the financial instruments market or other indicators; the same shall apply hereinafter); the same shall apply hereinafter), foreign investment trust beneficiary certificates, foreign investment securities, or beneficiary certificates of a 2

3 foreign beneficiary certificate issuing trust (meaning securities or certificates issued by a foreign corporation which have the characteristics of beneficiary certificates of a beneficiary certificate issuing trust; the same shall apply hereinafter); the same shall apply hereinafter), and beneficiary certificates of a foreign beneficiary certificate issuing trust; the same shall apply hereinafter except Paragraph 1 of Rule 9, and Rules 66 and 67) (Excluding securities enumerated in the next item.): The morning trading session shall be held from 9:00 a.m. to 11:30 a.m. and the afternoon trading session shall be from 0:30 p.m. to 3.00 p.m. (2) Out of newly listed stocks issued by domestic corporations (excluding issues which are listed or continuously traded on the Exchange, any other financial instruments exchange in Japan, a financial instruments exchange in a foreign country, or an organized over-the-counter market), issues which are specified by the Exchange (limited to cases up to the day on which the initial contract price after listing (hereinafter referred to as "initial price")). There shall be no morning trading session, and the afternoon trading session shall be held at a time between 12:30 pm and 3:00 pm which is predetermined by the Exchange. (3) Bonds (excluding convertible bonds (meaning corporate bonds with subscription warrants where the object of the investment at the time of an exercise of a subscription warrant is the corporate bonds pertaining to such corporate bonds with subscription warrant; the same shall apply hereinafter) and exchangeable corporate bonds (meaning a security referenced in Article 2, Paragraph 1, Item (5) of the Act or a security with the characteristics of the security referenced in Item (5) of the same paragraph, out of the securities referenced in Item (17) of the same paragraph (hereinafter referred to as "corporate bonds" in this item), which shall be redeemed in the form of a stock of a specified company other than an issuer upon demand of a corporate bond holder; the same shall apply hereinafter); the same shall apply hereinafter): No morning trading session shall be held, and the afternoon trading session shall be held from 0:30 p.m. to 3:00 p.m. (4) Convertible bonds and exchangeable corporate bonds: The morning trading session shall be conducted from 9:00 a.m. to 11:30 a.m. and the afternoon trading session shall be from 0:30 p.m. to 3:00 p.m. 2. The Exchange may temporarily change trading hours specified in the preceding paragraph, when it deems this necessary. In this case, the Exchange shall notify the trading participants to that effect. Rule 3. Holidays 1. The Exchange shall be closed on the days specified in each of the following items: (1) Sundays; (2) National holidays; (3) If a national holiday falls on Sunday, the first non-national holiday after that national holiday; (4) The day between two national holidays; (5) Saturdays; (6) The first three (3) days of the year; and 3

4 (7) December 31 st. 2. The Exchange may declare temporary holidays, when it deems this necessary. 3. Neither trading sessions nor any other business of the Exchange shall be conducted on a holiday. Rule 4. Temporary Halt and Temporary Conducting of Trading Session The Exchange may temporarily halt a trading session in whole or in part or temporarily conduct an additional trading session in whole or in part, when it deems this necessary. Rule 5. Notice of Temporary Halt or Temporary Conducting of Trading Session When the Exchange declares a temporary holiday, temporary halt of a trading session or temporary conducting of an additional trading session, it shall give advance notice to that effect to the trading participants. Rule 6. Transactions During Trading Sessions Transactions during trading sessions shall be effected through trading systems using computers, etc. set up by the Exchange (hereinafter referred to as the "trading systems"); provided, however, that the same shall not apply to transactions that the Exchange specifies as transactions not effected through the trading systems (hereinafter referred to as "non-trading system transactions"). Rules 7 and 8. Deleted. Chapter 3 Trading During Trading Sessions Section 1 Types of Transactions Rule 9. Types of Transactions 1. The types of transactions effected during trading sessions shall be, in accordance with the classification of a security specified in each of the following items, transactions prescribed in each of such items: (1) Stock issued by a domestic corporation (including a preferred equity contribution security; the same shall apply hereinafter): a. Cash transactions; b. Regular transactions; and c. When-issued transactions. (1)-2 Subscription warrant security issued by a domestic corporation a. Cash transactions; b. Regular transactions. (1)-3 Equity contribution securities a. Cash transactions b. Regular transactions (2) Stock issued by a foreign corporation (including a subscription warrant security issued 4

5 by a foreign corporation, a foreign stock depositary receipt, a foreign securities trust beneficiary certificate, and a beneficiary certificate of a foreign beneficiary certificate issuing trust; the same shall apply hereinafter in Rule 15): a. Cash transactions; and b. Regular transactions. (3) Investment trust beneficiary certificate (excluding an indicator-linked investment trust beneficiary certificate prescribed in Item 4): a. Cash transactions; b. Regular transactions; and c. When-issued transactions. (3)-2 Investment security and new investment unit subscription warrant security: a. Cash transactions; b. Regular transactions. (4) Indicator-linked investment trust beneficiary certificate (meaning a beneficiary certificate of an investment trust which is managed in order to make the fluctuation ratio of the net asset amount per unit of the investment trust assets correspond to the fluctuation ratio of a specific indicator; the same shall apply hereinafter), a foreign investment trust beneficiary certificate, a foreign investment security, and a domestic commodity trust beneficiary certificate: a. Cash transactions; and b. Regular transactions. (5) Bonds, convertible bonds and exchangeable corporate bonds: a. Cash transactions; and b. Regular transactions. 2. Cash transactions shall be settled on the day the trading contract was concluded. 3. Regular transactions shall be settled on the third day (excluding holidays; the same shall apply hereinafter in counting the number of days) following the day the trading contract was concluded; provided, however, that transactions on the day referenced in each of the following items shall be settled on the fourth (4th) day after the day the trading contract was concluded: (1) A date of equity contribution securities specified as ex-dividend or ex-rights in accordance with the provisions of Paragraph 1 of Rule 25 (2) A date of a change in exercise terms (including a break in the exercise period; the same shall apply hereinafter) for a convertible bond; and a date of a change in exchange terms (meaning redemption terms pertaining to redemption by a stock; the same shall apply hereinafter) (including a break in the exchange request period; the same shall apply hereinafter) for an exchangeable corporate bond. (3) Dates specified by the provisions of Rule 26-2 as ex-rights dates pertaining to claims for redemption before maturity for convertible bonds and exchangeable corporate bonds. (4) A day which is four (4) days (excluding non-business days; the same shall apply hereinafter when calculating the number of days) prior to the interest payment day (where the interest payment day falls on a bank holiday or an overseas holiday as prescribed in the issue conditions for the relevant security, and a coupon is paid before the coupon payment day, the day on which such coupon is paid; the same shall apply 5

6 hereinafter) with respect to interest-bearing bonds, interest-bearing convertible bonds (excluding convertible bonds that are not handled by Japan Securities Depository Center, Inc. (hereinafter referred to as "JASDEC") in its book-entry transfer operations (hereinafter referred to as "JASDEC non-eligible convertible bonds")), and interest-bearing exchangeable corporate bonds. 4. Notwithstanding the provisions of the preceding three paragraphs, the type of transactions in government bonds shall be a regular transaction and shall be settled on the third day counting from the day the trading contract was concluded. In this case, where the third day counting from the day contract was concluded falls on any of the three (3) days prior to an interest payment day (excluding bank holidays), settlement shall be made on the coupon payment day (to be moved down in order if it falls on a holiday). 5. Notwithstanding the provisions of Paragraph 3, where a day (to be moved up in order if it falls on a holiday; the same shall apply hereinafter) immediately preceding a day referenced in each of the following items falls on a day immediately preceding an interest payment day in a regular transaction of an interest-bearing convertible bond (excluding JASDEC non-eligible convertible bonds) and interest-bearing exchangeable corporate bonds, a transaction effected on a day specified in Item (1) or Item (2) of the same paragraph shall be settled on the fifth day following the day such contract was concluded, and a transaction effected on the day following such date (to be moved forward in order of such day falls on a non-business day; the same shall apply hereinafter) shall be settled on the fourth day following the day such contract was concluded: (1) The day immediately preceding the day on which exercise terms are revised as specified by an issuer of a convertible bond or on which exchange terms are revised as specified by an issuer of an exchangeable corporate bond; and (2) The final day (to be moved up in order if the day falls on a holiday) for claims for redemption before maturity. 6. Notwithstanding the provisions of Paragraph 3, where a day following a day referenced in each of the following items falls on a day immediately preceding a coupon payment day in a regular transaction of an interest-bearing convertible bond (excluding JASDEC non-eligible convertible bonds) and interest-bearing exchangeable corporate bonds, a transaction effected on a day specified in Item (1) or Item (2) of Paragraph 3 shall be settled on the fifth day following the day such contract was concluded. 7. When-issued transactions shall be carried out for a period from a day specified as an exrights date pursuant to the provisions of Rule 25, Paragraph 1 with respect to shares newly issued by a shareholder allotment (including an allotment to holders of preferred equity investment securities as well as an allotment to beneficiaries) carried out by an issuer of stock issued by a domestic corporation and investment trust beneficiary certificate to a day specified by the Exchange, and settlement shall be made on the third day following the final day of transactions; provided, however, that, if the Exchange deems it necessary, the Exchange may change the commencement day of transactions into a day which is a day on or after a day specified as an ex-rights date pursuant to the provisions of Rule 25, Paragraph 1. 6

7 Section 2 Methods for Executing Transactions Rule 10. Principle of Auction 1. Transactions during trading sessions shall be effected by auction. 2. Precedence of bids and offers in an auction shall be as prescribed in each of the following items: (1) A lower offer shall have precedence over higher offers, and a higher bid shall have precedence over lower bids; (2) Where two or more bids or offers are made at the same price, precedence shall be as prescribed in the following: a. Precedence shall be determined in the order of the time at which such bids or offers were made; i.e., an earlier bid or offer shall have precedence over later bids or offers; and b. When such bids or offers are made simultaneously or when there is a difficulty in determining the order of the time at which such bids or offers were made, precedence shall be determined by the Exchange; and (3) Market orders shall have precedence over bids and offers other than those of market orders in terms of price. All market orders shall be on parity with each other. 3. All bids and offers made prior to determination of an opening price and all bids and offers made prior to determination of an initial price following resumption of trading of a particular issue whose trading was temporarily halted by the Exchange shall be deemed to have been made simultaneously. 4. When a closing price for an afternoon trading session is determined at a price limit as defined in Rule 14, Paragraph 5, all remaining market orders shall be deemed to be limit orders to buy or sell at the said price. In this instance, all bids and offers at the said price shall be deemed to have been made simultaneously. 5. The provisions of the preceding paragraph shall not apply to an issue specified by the Exchange as prescribed in Rule 2, Paragraph 1, Item 2, until the initial price of the said issue is determined. 6. The provisions of the Paragraph 2, Item 2, Sub-item b., as well as Paragraphs 3 and 4 shall not apply to bonds. Rule 11. Deleted. Rule 12. Individual Auction 1. Transactions by auction prescribed in Rule 10, Paragraph 1 shall be carried out on an individual auction basis. 2. Prices of transactions on an individual auction basis shall be determined by matching the lowest sell quote and the highest buy quote through competition among sell quotes, competition among buy quotes and competitive matching of buy quotes and sell quotes, excluding cases where prices referenced in each of the following items are determined, and transactions shall be effected between corresponding buy quotes and sell quotes in accordance with the precedence of buy quotes and sell quotes as prescribed in Rule 10, Paragraph 2: 7

8 (1) Opening price; (2) Initial price after resumption of trading of a particular issue whose trading was temporarily halted by the Exchange; (3) Closing price; and (4) In addition to each of the above items, prices in which a special quote is displayed as prescribed by the Exchange, and prices that the Exchange deems necessary in consideration of the status of bids and offers. 3. In determining prices prescribed in each item of the preceding paragraph, transactions shall be effected at a price, at which the total volume of sell quotes and the total volume of buy quotes referenced in each of the following items match through competition among sell quotes, competition among buy quotes and competitive matching of buy quotes and sell quotes, between corresponding buy quotes and sell quotes in accordance with the precedence of buy quotes and sell quotes as prescribed in Rule 10, Paragraph 2: (1) Total volume of all market orders; (2) Total volume of all sell quotes lower than such prices and that of all buy quotes higher than such prices; and (3) The following volume of bids and offers at such prices (or the volume referenced in Sub-item a. in cases of stocks, convertible bonds and exchangeable corporate bonds): a. Total volume of either buy quotes or sell quotes; and b. Volume of the opposing orders as determined by the Exchange. 4. Notwithstanding the provisions of the previous two paragraphs, with respect to issues specified by the Exchange as prescribed in Rule 2, Paragraph 1, Item 2, until the day on which the initial price is determined, transactions shall be effected at a time predetermined by the Exchange as prescribed in the same item, at a price at which the total volume of sell quotes and the total volume of buy quotes referenced in each of the following items match through competition among sell quotes, competition among buy quotes, and competitive matching of buy quotes and sell quotes, between corresponding buy quotes and sell quotes in accordance with the precedence of buy quotes and sell quotes as prescribed in Rule 10, Paragraph 2. (1) Total volume of all market orders; (2) Total volume of all sell quotes lower than such price and buy quotes higher than such price; and (3) For bids and offers at such price, the total volume of either buy quotes or sell quotes. 5. In determining prices in each item of Paragraph 2 pertaining to a bond transaction (excluding cases where a transaction is effected pursuant to the provisions of Paragraph 3), if the total volume of sell quotes and that of buy quotes referenced in each item of Paragraph 3 (excluding Item (3), Sub-item b.) match at a price through competition of sell quotes, competition of buy quotes and competitive matching of buy quotes and sell quotes, such prices shall be the prices effected, and transactions shall be effected at a price corresponding to each other among bids and sell quotes in accordance with the precedence of bids and offers in Rule 10, Paragraph In the event that there are two or more prices at which the total volume of sell quotes matches the total volume of buy quotes as prescribed in the preceding three paragraphs, if one of these prices is identical to the last execution price, the price shall be effected at such price. If such price does not exist, the price closest to the last execution price shall be effected; provided, however, that the Exchange shall determine the price on a case-by-case 8

9 basis, where the Exchange deems it inappropriate to use the last price. 7. Notwithstanding the provisions of Paragraphs 3 and 5, no transaction shall be effected when the price prescribed in Paragraph 2, Item (3) exceeds a price limit determined by the Exchange based on the last sale price (or a special quote if such quote is posted as prescribed by the Exchange). Rule 13. Cancellation of Transactions 1. Where a transaction is effected because of an erroneous order, if it is extremely difficult to conduct the settlement and the Exchange deems that the market is likely to be confused, the Exchange may cancel the transaction specified by the Exchange as prescribed by the Exchange. 2. Where transaction records in the Exchange's systems are lost due to unavoidable reasons including act of providence, if the Exchange deems it difficult to restore all the lost records, the Exchange may cancel transactions which it designates on a case-by-case basis. 3. Where the Exchange cancels a transaction pursuant to the provisions of Paragraph 1 or the preceding paragraph, such transaction shall be deemed as if it were never effected at all. 4. Even where a trading participant suffers damage because the Exchange cancels a transaction pursuant to the provisions of Paragraph 1, the trading participant shall be unable to claim for compensation for the damage against the trading participant which has placed an erroneous order; provided, however, that the same shall not apply to cases where deliberate action or gross negligence is deemed to have been seen in a trading participant. 5. Where a trading participant suffers damage because the Exchange cancels a transaction pursuant to the provisions of Paragraph 1 or Paragraph 2, the trading participant shall be unable to claim for compensation for the damage against the Exchange; provided, however, that the same shall not apply to cases where deliberate action or gross negligence is deemed to have been seen in the Exchange. Section 3 Bids/Offers, Trading Units, etc. Rule 14. Bids and Offers 1. If a trading participant intends to execute a transaction in a trading session, it must make a bid or an offer. In this case, the trading participant must disclose to the Exchange matters referenced in each of the following items: (1) Whether the bid or offer is based on agency or principal; (2) If the trading participant intends to execute a short sale (meaning a short sale defined in Article , Paragraph 1 of the Enforcement Ordinance of the Financial Instruments and Exchange Act (the Cabinet Order No.321 of 1965; hereinafter referred to as the "Enforcement Ordinance")), disclosure of that fact excluding transactions prescribed in Article 11, Paragraph 1 of the Cabinet Office Ordinance Concerning Restriction on Transactions, etc. in Securities (the Cabinet Office Ordinance No.59 of 2007; hereinafter referred to as the "Transaction Restriction Ordinance"); (3) If the trading participant intends to make a trade through margin trading (including cases where the customer is acting as an agent (meaning the customer, where the customer entrusting a trade in a security to the trading participant is a financial 9

10 instruments firm, and such entrustment is for a trade through an agency for entrustment of a trade in a security to a trading participant; the same shall apply hereinafter) and accepts the agency entrustment for a trade pertaining to the margin trading), disclosure of that fact; (4) If the trading participant intends to make a trade for reimbursing money or a security borrowed for margin trading (including cases where the customer accepts the trading entrustment for reimbursement of money or a security borrowed for margin trading if the customer is an agent), disclosure of that fact; (5) If the trading participant intends to make a trade through a proprietary sale or purchase on margin, disclosure of that fact; and (6) If the trading participant intends to make a trade to offset its proprietary long or short margin position, disclosure of that fact. 2. The bid or offer described in the preceding paragraph shall be made as prescribed in each of the following items: (1) Trading through trading systems: The bid or offer shall be made by inputting it from the trading participant s terminal; and (2) Trading other than through trading systems: The bid or offer shall be made in a method deemed appropriate by the Exchange. 3. The increment of bids or offers shall be determined as prescribed in each of the following items: (1) Stocks (excluding equity contribution securities, preferred equity contribution securities, investment trust beneficiary certificates, foreign investment trust beneficiary certificates, investment securities, new investment unit subscription warrant securities, foreign investment securities, foreign stock depositary receipts, beneficiary certificates of a beneficiary certificate issuing trust, and beneficiary certificates of a foreign beneficiary certificate issuing trust); The increment of bids and offers of the above stocks shall be as prescribed in the following a. and b. in accordance with the classification of a security referenced in said a. and b.; provided, however, that if the Exchange deems it necessary to lower the increment for a specifically designated issue, the increment shall be lowered accordingly; a Stocks (excluding stocks enumerated in the following b.) One (1) yen when the price is 3,000 yen or less per share (in cases of a subscription warrant security, one subscription warrant shall be considered one share; the same shall apply hereinafter); five (5) yen when the price is more than 3,000 yen but 5,000 yen or less per share; ten (10) yen when the price is more than 5,000 yen but 30,000 yen or less per share; fifty (50) yen when the price is more than 30,000 yen but 50,000 yen or less per share; a hundred (100) yen when the price is more than 50,000 yen but 300,000 yen or less per share; five hundred (500) yen when the price is more than 300,000 yen but 500,000 yen or less per share; a thousand (1,000) yen when the price is more than 500,000 yen but three (3) million yen or less per share; five thousand (5,000) yen when the price is more than three (3) million yen but five (5) million yen or less per share; 10,000 yen when the price is more than five (5) million yen but thirty (30) million yen or less per share; 50,000 yen when the price is more than thirty (30) million yen but fifty (50) million yen or less per share; and 100,000 yen when the 10

11 price is more than fifty (50) million yen per share; b Constituents (excluding when-issued transactions and stocks of which the trading value per trading unit is less than one (1) yen) of TOPIX 100 (meaning the market capitalization-weighted stock price index calculated by the Exchange, which consists of one hundred (100) stocks selected by the Exchange) 0.1 yen when the price is 1,000 yen or less per share; 0.5 yen when the price is more than 1,000 yen but 3,000 yen or less per share; one (1) yen when the price is more than 3,000 yen but 10,000 yen or less per share; five (5) yen when the price is more than 10,000 yen but 30,000 yen or less per share; ten (10) yen when the price is more than 30,000 yen but 100,000 yen or less per share; fifty (50) yen when the price is more than 100,000 yen but 300,000 yen or less per share; a hundred (100) yen when the price is more than 300,000 yen but one (1) million yen or less per share; five hundred (500) yen when the price is more than one (1) million yen but three (3) million yen or less per share; a thousand (1,000) yen when the price is more than three (3) million yen but ten (10) million yen or less per share; five thousand (5,000) yen when the price is more than ten (10) million yen but thirty (30) million yen or less per share; 10,000 yen when the price is more than thirty (30) million yen per share. (2) Equity contribution securities, preferred equity contribution securities, investment trust beneficiary certificates, foreign investment trust beneficiary certificates, investment securities, new investment unit subscription warrant securities, foreign investment securities, beneficiary certificates of a beneficiary certificate issuing trust, and beneficiary certificates of a foreign beneficiary certificate issuing trust: The provisions of the preceding item (excluding the part pertaining to a subscription warrant security) shall apply mutatis mutandis to equity contribution securities, preferred equity contribution securities, investment trust beneficiary certificates, foreign investment trust beneficiary certificates, investment securities, new investment unit subscription warrant securities, foreign investment securities, beneficiary certificates of a beneficiary certificate issuing trust, and beneficiary certificates of a foreign beneficiary certificate issuing trust. In this instance, the term "per share" shall be deemed to be replaced with "per unit (in the case of new investment unit subscription warrant securities, one subscription shall be deemed as one lot, and in the case of foreign investment securities similar to investment corporation bonds, one security shall be deemed as one lot)"; (3) Foreign stock depositary receipts: The provisions of Item (1) (excluding the part pertaining to a subscription warrant security) shall apply to foreign stock depositary receipts. In this case, the term "per share" shall be deemed to be replaced with "per depositary receipt"; (4) For bonds, 1/100 yen per 100 yen of the amount of each bond (hereinafter referred to as a "face value"); (5) For convertible bonds and exchangeable corporate bonds, 5/100 yen per face value of 100 yen 4. Bids and offers shall be made cum-dividend (see Note below) for stocks; flat quotation for interest-bearing bonds, interest-bearing convertible bonds and interest-bearing exchangeable corporate bonds; and cum-interest for bonds other than interest-bearing convertible bonds, convertible bonds other than interest-bearing convertible bonds and exchangeable corporate bonds other than interest-bearing exchangeable corporate bonds. 11

12 (Note) Dividends (meaning dividends from surplus) include income distribution pertaining to investment trust beneficiary certificates and foreign investment trust beneficiary certificates, money distribution pertaining to investment securities and foreign investment securities, and benefits pertaining to trust assets of beneficiary certificates of beneficiary certificate-issuing trusts and beneficiary certificates of foreign beneficiary certificate-issuing trusts: hereinafter the same. 5. Bids and offers shall not be made at prices exceeding the price limit defined by the Exchange in accordance with regulations; provided, however, that the same shall not apply to bids and offers for bonds except where the Exchange sets a limit to the range of price fluctuation, where the Exchange deems that such limit is particularly necessary. 6. For bids and offers for cash transactions, the same trading participant shall make a sell quote and a matching buy quote simultaneously. 7. The Exchange shall publicize bids and offers when it deems such publication necessary for facilitating trade executions. 8. In addition to these regulations, the necessary matters pertaining to bids and offers shall be prescribed by the Exchange in accordance with regulations. Rule 15. Trading Units Trading units shall be as prescribed in each of the following items in accordance with the classification of a security referenced in each of the following items: (1) Stocks (excluding equity contribution securities, preferred equity contribution securities, investment trust beneficiary certificates, foreign investment trust beneficiary certificates, investment securities, new investment unit subscription warrant securities, foreign investment securities, foreign stock depositary receipts, beneficiary certificates of a beneficiary certificate issuing trust, and beneficiary certificates of a foreign beneficiary certificate issuing trust); a. For domestic stocks (meaning stocks and subscription warrant securities issued by domestic corporations; the same shall apply hereinafter in this a), if a listed company (meaning an issuer of a stock (excluding investment trust beneficiary certificates, etc.) listed on the Exchange; the same shall apply hereinafter) has set a certain number of shares as one Share Unit (meaning the number of shares constituting one Share Unit prescribed in Article 2, Item (20) of the Companies Act (Act No.86 of 2005), that number of shares; and if not, one share; provided, however, that stocks referenced in the following (a) to (c) shall be as specified in such (a) to (c); (a) Stock for which the listed company implements a reverse split, etc. (meaning a reverse stock split, gratis allotment of shares (limited to gratis allotment of the same class of shares as the listed shares), or stock split; hereinafter the same) which accompany a change, etc. of the number of shares per Share Unit (meaning a change in the number of shares per Share Unit or inclusion of a provision in the articles of incorporation with regard to the number of shares per Share Unit; For the period from a day three days prior to the effective date of such reverse split, etc. to a day before the effective date of such reverse split, etc., it shall be the number of share per Share Unit after the effective date of such reverse split, etc. (b) Stocks in cases where multiple classes of domestic stocks issued by the same listed company; and 12

13 Trading units of the multiple classes of domestic stocks shall be the same. (c) Stocks that the Exchange particularly designates. It shall be as specified by the Exchange. b. For foreign stocks (meaning stocks issued by foreign corporations, foreign investment trust beneficiary certificates, and foreign investment securities; hereinafter the same), 1,000 shares, 500 shares, 100 shares, 50 shares, 10 shares or one share based on market price as prescribed by the Exchange in accordance with regulations; (1)-2 For equity contribution securities, one hundred (100) units; (2) For preferred equity contribution securities, investment trust beneficiary certificates, investment securities, new investment unit subscription warrant securities, and domestic commodity trust beneficiary certificates, one lot (in the case of new investment unit subscription warrant securities, one warrant shall be one lot); provided, however, that the trading unit shall be determined by the Exchange on a case-by-case basis with respect to securities especially designated by the Exchange; (3) Foreign investment trust beneficiary certificates, foreign investment securities, foreign securities trust beneficiary certificates, and beneficiary certificates of a foreign beneficiary certificate issuing trust; The provisions of Item 1, Sub-item b. shall apply mutatis mutandis to foreign investment trust beneficiary certificates, foreign investment securities, foreign securities trust beneficiary certificates, and beneficiary certificates of a foreign beneficiary certificate issuing trust. In this case, the term "1,000 shares" shall be deemed to be replaced with "1,000 lots (In the case of foreign investment securities similar to investment corporation bonds, one security shall be deemed to be one lot; the same shall apply in this item)," "500 shares" with "500 lots," "100 shares" with "100 lots," "50 shares" with "50 lots," "10 shares" with "10 lots" and "one share" with "one lot," respectively; (4) Foreign stock depositary receipts: The provisions of Item (1), Sub-item b. shall apply mutatis mutandis to foreign stock depositary receipts. In this case, the term "1,000 shares" shall be deemed to be replaced with "1,000 depositary receipts," "500 shares" with "500 depositary receipts," "100 shares" with "100 depositary receipts," "50 shares" with "50 depositary receipts," "10 shares" with "10 depositary receipts" and "one share" with "one depositary receipt," respectively; (5) Bonds: a. For bonds (excluding government bonds), 10 million-yen face value, 1 million-yen face value or 100,000-yen face value as prescribed by the Exchange; and b. For government bonds, 50,000-yen face value; (6) For convertible bonds and exchangeable corporate bonds, 5 million-yen face value, 4 million-yen face value, 3 million-yen face value, 2 million-yen face value, 1 million-yen face value, 500,000-yen face value, or 100,000-yen face value as prescribed by the Exchange a. For convertible bonds (excluding foreign currency-denominated convertible bonds), 5 million-yen face value, 4 million-yen face value, 3 million-yen face value, 2 million-yen face value, 1 million-yen face value, 500,000-yen face value or 100,000-yen face value as prescribed by the Exchange; and 13

14 b. For foreign currency-denominated convertible bonds, the face value of the type of certificate issued for each security; and (7) For exchangeable corporate bonds, one security. Rule 16. Base Prices with Short Selling Price Restriction 1. The price specified by the Exchange in accordance with the provisions of Article 12, Paragraph 5 of the Transaction Restriction Ordinance (hereinafter referred to as "base price") shall be as prescribed in the provisions of each of the following items in accordance with the classification of the securities referenced in each of the following items. (1) Domestic stocks (meaning stocks, subscription warrant securities, equity contribution securities, investment trust beneficiary certificates, investment securities, and new investment unit subscription warrant securities issued by domestic corporations; the same shall apply hereinafter in this paragraph), and domestic commodity trust beneficiary certificates: The price prescribed in each of the following Sub-items a. and b. in accordance with the classification of a security referenced in said sub-items; provided, however, that on ex-dividend dates, etc. (meaning ex-dividend dates, etc., prescribed in Rule 25, Paragraph 1; the same shall apply hereinafter in this paragraph), the first day of trading a stock after a reverse stock split prescribed in Rule 25-2, and dates for changing acquisition value provided in Rule 26, the price shall be computed based on the method in the schedule "Computation of Base Prices with Short Selling Price Restriction on Ex-dividend Dates, etc." a. Where there is an execution price (including cases where a special quote is displayed as prescribed by the Exchange) on the previous day, the closing price of such issue on the previous day (where a special quote is displayed as prescribed by the Exchange, such final special quote; the same shall apply hereinafter in this paragraph). b. In cases other than the preceding Sub-item a. or cases where the Exchange deems it inappropriate to apply the closing price prescribed therein, the Exchange shall determine the price on a case-by-case basis. (2) Foreign stocks: a. Multiply-listed foreign issues (meaning (i) a foreign stock listed or continuously traded on a financial instruments exchange or organized over-the-counter market in a foreign country (hereinafter referred to as "foreign financial instruments exchange, etc."), (ii) a foreign stock whose foreign stock depository receipts representing rights to the stock are listed or continuously traded on a foreign financial instruments exchange, etc., (iii) a foreign stock depositary receipt whose underlying stock pertaining to the represented rights are listed or continuously traded on a foreign financial instruments exchange, etc., and (iv) beneficiary certificates of a beneficiary certificate issuing trust pertaining to a foreign stock trust asset or foreign stock depository receipts representing rights to such foreign stock trust asset or a foreign indicator-linked securities trust asset, listed or continuously traded on a foreign financial instruments exchange, etc.: (a) The last (meaning at the point of time immediately after the last session at the Exchange as deemed appropriate by the Exchange) price or quote of the foreign stock (hereinafter referred to as "foreign market price") in the foreign financial instruments exchange, etc. where it is principally traded converted into yen using the middle rate (meaning the middle rate between a TTS rate and a TTB rate quoted in the Tokyo Foreign Exchange Market; the same shall apply in this paragraph). Where there is no foreign market price, where it is difficult for the Exchange to confirm it, or where the Exchange deems it inappropriate to refer to the foreign market price or 14

15 convert it into yen at the middle rate due to significant fluctuations, etc. in the foreign exchange market, the base price shall computed by the Exchange on a case-by-case basis; provided, however, that in the cases provided below, the base price shall be computed based on the method in the schedule "Computation of Base Prices with Short Selling Price Restriction on Ex-dividend Dates, etc." i. In cases where the price referenced from the foreign market from or before the day immediately prior to its ex-dividend date, etc. is a result of ex-dividend or ex-rights trading ii. In cases where the price referenced from the foreign market on or after the day immediately after its ex-dividend date, etc. is not a result of ex-dividend or ex-rights trading iii. In cases where trading of the issue in the referenced foreign markets reflected the new number of shares displayed before the day immediately preceding the day of changing to such new number of shares (meaning the date of changing the number of shares displayed prescribed in the provisions of Rule 26; hereinafter the same), or in cases where the trading of shares in the referenced foreign markets was conducted without reflecting the new number of shares displayed on or after the day of changing to the new number of shares (excluding cases where a change to the new number of shares displayed is the result of a stock split, reverse stock split or dividend distribution pertaining to a change in the stock.) (b) Notwithstanding the provisions of preceding (a), where the Exchange deems it inappropriate to apply the middle rate of a quote in foreign markets converted into yen as a base price due to its trading conditions at the Exchange, etc., the provisions of the preceding Item shall apply. In this case, provisions in Sub-item b. of said Item "in other cases where the Exchange deems it inappropriate to apply the closing price prescribed in said Item a." shall be deemed to be replaced with "in cases where the base price is determined on the day of changing the number of shares displayed or in other cases where the Exchange deems it inappropriate to apply the closing price prescribed in said Item a.". b. Issues other than those in the preceding Sub-item a.: The provisions of the preceding item shall apply mutatis mutandis. In this case, the provisions in Sub-item b. of said Item "in other cases where the Exchange deems it inappropriate to apply the closing price prescribed in the said Item a." shall be deemed to be replaced with "in cases where the base price is determined on the change date of number of shares displayed or in other cases where the Exchange deems it inappropriate to apply the closing price prescribed in said Item a.". (3) For bonds: Trading Reference Statistical Data published by Japan Securities Dealers Association shall apply; provided, however, that where such data is not published by said Association or the Exchange deems it inappropriate to apply such data, the Exchange shall determine the price on a case-by-case basis. (4) Convertible bonds: a. For convertible bonds issued by domestic companies, the provisions of the main clause of Item 1 shall apply mutatis mutandis; provided, however, that the Exchange shall determine the base price on a case-by-case basis; for dates for changing exercise conditions prescribed in Rule 26; and ex-rights dates pertaining to claims for redemption before ex-rights (the dates on which redemption before maturity are traded as ex-rights with respect to such claims, as provided in Rule 26-2; the same shall apply hereinafter in this paragraph). 15

16 b. For convertible bonds issued by foreign corporations (hereinafter referred to as "foreign convertible bonds"): The computed amount obtained by multiplying the theoretical price (100x(base price of the listed stocks subject to the exercise of said foreign convertible bonds pertaining to issuance) / (Price of said convertible bonds, which is converted into yen using the fixed exchange rate for said convertible bonds) (meaning the issue price of the shares to be issued upon warrant exercise) by the amount adding one (1) to the deviation rate on the immediately preceding day where the final price of said convertible bond is available (fractions less than the price increment of bids or offers shall be rounded up); provided, however, where the exchange deems it inappropriate to apply such price, the Exchange shall determine the price on a case-by-case basis. (5) For exchangeable corporate bonds: As prescribed in the following Sub-items a. and b., in accordance with the classification of referenced in each of the following Sub-items a. and b.; provided, however, the base price of the date of changing exchange conditions or the ex-rights dates pertaining to claims for redemption before maturity prescribed in Rule 26 shall be prescribed by the Exchange on a case-by-case basis. a. For exchangeable corporate bonds whose underlyings are domestic stocks: The provisions of the main clause of Item 1 shall apply mutatis mutandis. b. For exchangeable corporate bonds whose underlyings are foreign stocks: The Exchange shall consider the middle rate of the quote of the stock in the foreign financial instruments market converted into yen and determine the price on a case-by-case basis. 2. Notwithstanding the provisions of Item 1 and Item 2-b of the preceding paragraph, out of stocks (excluding issues listed or continuously traded on the Exchange, other domestic financial instruments exchanges, or foreign financial instruments exchanges, etc.), the base price on the day the first price of a newly listed issue (excluding designated issues by the Exchange on a case-by-case basis; hereinafter referred to as "directly-listed issues") is determined, the base price on the day the first execution price immediately after ex-rights of an issue (hereinafter referred to as "opening price after ex-rights"), for which a shareholder directed spin-off is conducted to succeed the business (meaning a demerger in which all or part of the shares of a succeeding company or a newly created company will be delivered to the shareholders of the demerged company at the time of such demerger), is determined (excluding issues designated by the Exchange on a case-by-case basis, hereinafter referred to as "demerger issues"), and the base price on the day immediately after the opening price after ex-rights for shares for which a gratis allotment of shares is conducted (excluding cases where the shares held by the shareholders entitled to the allotment are of the same class as the allotted shares) (hereinafter referred to as "gratis allotment issues") designated by the Exchange on a case-by-case basis, shall be prescribed in the following items: (1) For directly-listed issues, the first price; (2) For demerger issues and gratis allotment issues, the opening price after ex-rights; 3. Notwithstanding the provisions of the preceding two (2) paragraphs, for issues designated by the Exchange pursuant to the provisions of Rule 2, Paragraph 1, Item 2, the base price on the initial listing date shall be the issue price or offer price of the issue. After the initial listing date, the base price until the first price is determined shall, where a special quote is displayed as prescribed by the Exchange, be the final special quote price of the immediate preceding day (where no special quote is displayed in the immediate preceding day, the base price of said day shall apply); 4. Notwithstanding the provisions of Items (4) and (5) of Paragraph 1, the base price on the 16

17 listing date of newly listed convertible bonds and exchangeable corporate bonds (excluding securities designated by the Exchange on case-by-case basis), which have not been listed on other financial instruments exchanges in Japan before listing on the Exchange, shall be prescribed by the Exchange on case-by-case basis. Rule 17 through Rule 22. Deleted. Section 4 Confirmation of Transactions, etc. Rule 23. Publication of Execution Prices When a trade has been made, the execution price shall be published as prescribed by the Exchange. Rule 24. Reporting and Confirmation of Transactions 1. When a trade has been made, the Exchange shall immediately report its details to the selling and buying trading participants. 2. Trading participants shall immediately confirm the trade details reported from the Exchange upon receipt. Section 5 Ex-dividend, Ex-rights, etc. Rule 25. Ex-dividend Dates, etc. 1. Dates on which stocks are traded ex-dividend or ex-rights (hereinafter referred to as "ex-dates") shall be determined by the Exchange. 2. Contracts made on or after the ex-dates in the preceding paragraph shall be settled on an ex-dividend or an ex-rights basis. Rule Date on which Trading Starts for Shares after the Reverse Stock Split For stock trading, the Exchange shall specify the date on which shares after a reverse split of stock (including preferred equity investment, beneficiary rights, and investment units) (hereinafter referred to as a "date on which trading starts for shares after the reverse stock split") Rule 26. Dates of Changing Acquisition Value, etc. The Exchange shall determine the date on which a trade will start to be made at a new acquisition price after an acquisition price change (including an interruption of the acquisition request period; hereinafter the same) (hereinafter referred to as a "date of changing the acquisition value") with respect to a stock issued by a domestic corporation for which it is prescribed that it can be requested to be acquired from the issuing company or that it can be acquired either on condition that a certain event has occurred to the issuing company or by a resolution of the general shareholders meeting; the date on which a trade will start to be made at a new number of shares displayed in a foreign stock depositary receipt, if there is a change in the number of displayed shares (meaning the number of shares whose right is represented on one (1) depositary receipt) (hereinafter referred to as a "deadline for changing the indicated 17

18 number of shares"); the date on which the convertible bond starts to be traded with new exercise conditions (hereinafter referred to as a "date for changing exercise conditions"), if there is a change in the exercise conditions; and the date on which the exchangeable corporate bond starts to be traded with the new exchange conditions (hereinafter referred to as a "date of changing exchange conditions"), if there is a change in the exchange conditions. Rule Ex-rights Dates Pertaining to Claims for Redemption Before Maturity The Exchange shall determine the dates on which convertible bonds and exchangeable corporate bonds with claims for redemption before maturity are traded ex-rights with respect to such claims. Rule 27. Transactions with Due Bills Transactions with due bills in a foreign stock may be made for a period determined by the Exchange if the Exchange deems this necessary. Rule 28. Daily Pro Rata Interest 1. With regards to trading of interest-bearing bonds, interest-bearing convertible bonds and interest-bearing exchangeable corporate bonds, the Exchange shall calculate an amount of interest on a pro-rate basis that is obtained by multiplying the total face value of the security by its interest rate (hereinafter referred to as "interest") less an amount prescribed by the Exchange as an amount corresponding to tax, and shall add an amount for a period to the settlement date of such trade (hereinafter referred to as "accrued interest") to the trading value; provided, however, that where the settlement date of such trade falls on the interest payment date of such security, no accrued interest shall be added to the trading value, and no delivery/receipt of interest of an interest-bearing convertible bond shall be made. 2. Notwithstanding the provisions of the text of the preceding paragraph, an amount prescribed by the Exchange as an amount corresponding to tax shall not be deducted from the interest in computing the accrued interest with respect to trades of bonds prescribed in Article 2-11 of the Enforcement Ordinance that are not subject to withholding tax. Section 6 Trading Halt Rule 29. Trading Halt In cases referenced in each of the following items, the Exchange may halt trading of a security as prescribed by the Exchange: (1) Where a bond or a convertible bond is redeemed by a drawing and the Exchange deems that a trade suspension is necessary; (2) Where information on a certain security or issuer that may have a significant effect on investors investment decisions is revealed and details of such information are not clear and/or the Exchange deems it necessary to make details aware to the public; (3) Where the Exchange deems that the state of trading in a security is abnormal or that this is likely or where the Exchange deems that continuing trading is not appropriate from the viewpoint of the management of trading; 18

19 (4) Where a malfunction occurs to the trading system, or where the Exchange deems that continuing trading is difficult due to a failure of the facilities of the Exchange pertaining to trading of a security, and other cases; and (5) Where the Exchange deems it necessary to make it aware to the public that it may cancel a trade. Section 7 Alerts to Investors Rule 30. Alerts to Investors Where any of the following items is met and the Exchange deems it necessary to make such fact widely known, the Exchange may issue an alert to investors: (1) Where there is information that is deemed likely to have material impact on investment decisions, and contents of the information are unclear; or (2) Where there are other circumstances regarding information on a security or its issuer, etc. that are deemed to require attention. Chapter 4. Deleted. Rule 31 through Rule 40. Deleted. Chapter 5 Transactions Other Than Those During Trading Sessions Section 1 Transaction for Correcting Errors, etc. Rule 41. Transactions for Correcting Errors, etc. 1. Where a trading participant is unable to execute a customer s order in accordance with the purport of entrustment in the Exchange market due to an error, etc. for a truly unavoidable reason, the trading participant may execute, with the prior approval of the Exchange and as prescribed by the Exchange, a sale or a purchase of a security pertaining to such approval at a price deemed appropriate by the Exchange without carrying out a trade during a trading session, a trade for reinstatement (meaning a transaction for reinstatement prescribed by Paragraph 2 of the following rule) and an off-auction distribution on its own account as its counterparty. 2. Settlement of a transaction in the preceding paragraph shall be made on the day on which the settlement would have been due if the sale or purchase based on entrustment of such customer had been made in accordance with the purport of the entrustment. Section 1-2 Transactions for Reinstatement 19

20 Rule Transactions for Reinstatement 1. Where a transaction pertaining to a customer s order is cancelled in accordance with the provisions of Rule 13, Paragraph 1, a trading participant may execute, with the prior approval of the Exchange and as prescribed by the Exchange, a sale or a purchase of a security pertaining to such approval at the same price as that for such cancelled transaction without carrying out a trade during a trading session, a transaction for correcting errors, etc. and an off-auction distribution with the trading participant which has placed the erroneous order as its counterparty. In this case, the trading participant who placed such order with an error shall comply with this as counterparty to such sale or purchase. 2. Settlement of a transaction in the preceding paragraph (hereinafter referred to as a "transaction for reinstatement") shall be made on the day on which the settlement would have been due if the cancelled transaction had not been cancelled. Section 2 Off-auction Distribution Rule 42. Off-auction Distribution 1. A trading participant may execute a customer s sale order of the quantity that is equal to or more than an amount predetermined by the Exchange by means of an off-auction distribution except if the Exchange deems it inappropriate for trading supervision. 2. An off-auction distribution in the preceding paragraph shall be notified to the Exchange beforehand pursuant to the provisions prescribed by the Exchange and, in addition, it shall be effected on a day following a day of the acceptance of the notification by the Exchange (hereinafter referred to as "distribution date") pursuant to the provisions of the following rule through Rule 45, and settlement shall be made on the third day (or the fourth day in cases of a transaction effected on the day referenced in each item of Paragraph 3 of Rule 9) following such day; provided, however, that transactions in interest-bearing convertible bonds (excluding JASDEC non-eligible convertible bonds) and interest-bearing exchangeable corporate bonds as prescribed in the provisions of Rule 9, Paragraph 5 or Paragraph 6 shall be settled on the fifth day if it is effected on a day as prescribed in Rule 9, Paragraph 3, Item (1) or Item (2), and on the fourth day if it is effected on the day following the day prescribed in Rule 9, Paragraph When the Exchange accepts notification of an off-auction distribution, the Exchange shall announce the method and other necessary matters of such distribution (hereinafter referred to as "details of distribution"). 4. A trading participant who has submitted notification pursuant to the provisions of Paragraph 2 may withdraw the notification, if the Exchange deems that the issue pertaining to such distribution falls or is likely to fall under the delisting criteria between the time when the Exchange accepts such notification and the deadline for purchase application prescribed in Rule A trading participant who has submitted notification pursuant to the provisions of Paragraph 2 shall withdraw such notification, if the Exchange deems that the case falls under the provisions of Paragraph 1 between the time when the Exchange accepts such notification and the deadline for purchase application prescribed in Rule